Common use of Control of Tax Contests Clause in Contracts

Control of Tax Contests. (a) Except as otherwise provided in paragraphs (b) and (c), Parent shall control, and have sole discretion in handling, settling or contesting, any Tax Contest relating to any Joint Returns, as well as any Separate Returns that relate to a Pre-Distribution Tax Period or to a Straddle Period or other Tax Return if any such Tax Return is related to Taxes for which Parent is responsible pursuant to Article II, or the Tax treatment of the Separation Transactions, provided that (x) Parent shall act in good faith in connection with its control of any such Tax Contests and (y) SpinCo shall have the right at its sole cost and expense to participate in and advise on (including the opportunity to review and comment upon Parent’s communications with the Tax Authority, which comments shall be incorporated upon the consent of Parent, not to be unreasonably withheld, delayed or conditioned) such items for which SpinCo would reasonably be expected to be liable under Article II or Section 6.06 as a result of such Tax Contest. (b) Parent shall have exclusive control over any Separation Related Tax Contest, including exclusive authority with respect to any settlement of such Tax Contest, subject to the following provisions of this Section 9.02(b). In the event of any Separation Related Tax Contest as a result of which SpinCo could reasonably be expected (as determined in the sole discretion of Parent acting in good faith) to become liable for any Separation Tax Losses, (A) Parent shall keep SpinCo reasonably informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by Parent with respect to such Tax Contest, (B) Parent shall timely provide SpinCo with copies of any written materials prepared, furnished or received in connection with such Tax Contest, (C) Parent shall consult with SpinCo reasonably in advance of taking any significant action in connection with such Tax Contest and (D) Parent shall offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest. Notwithstanding anything in the preceding sentence to the contrary, the final determination of the positions taken, including with respect to settlement or other disposition, in any Separation Related Tax Contest shall be made in the sole discretion of Parent and shall be final and not subject to the dispute resolution provisions of Article XIII of this Agreement or Section 11.02 of the Separation and Distribution Agreement. (c) Except as otherwise provided in paragraph (a) or (b), SpinCo shall have sole control over any Tax Contest that relates to Separate Returns of the SpinCo Group for any Post-Distribution Tax Period.

Control of Tax Contests. (a) Except as otherwise provided in paragraphs paragraph (b): (i) and (c), Parent shall may elect to control, and to have sole discretion in handling, settling or contesting, any Tax Contest relating to any Joint Returns, as well as any Parent Separate Returns, any SpinCo Separate Returns that relate relating to a Pre-Distribution Tax Period or to a Straddle Period or other Tax Return if any such Tax Return is related to U.S. state and local Income Taxes for which Parent is responsible pursuant to Article IItaxable periods ending on or before the Distribution Date (i.e., excluding Straddle Periods), or the Tax treatment of the Separation Transactions, provided that (x) Parent shall act in good faith in connection with its control of any such Tax Contests and (y) SpinCo shall have the right at its sole cost and expense to participate in and advise on (including including, without limitation, the opportunity to review and comment upon Parent’s communications with the Tax Taxing Authority, which comments shall be incorporated upon the consent of Parent, not to be unreasonably withheld, delayed or conditioned) such items for which SpinCo would reasonably be expected to could be liable under Article II or Section 6.06 as a result of such Tax Contest; and (ii) If SpinCo disagrees with Parent’s decision to settle a Tax Contest that may reasonably be expected to affect amounts for which it is liable under Article II, it shall have the right to contest its liability to Parent under Article II notwithstanding the settlement. SpinCo shall provide written notice to Parent of its intention to contest its liability as a result of any settlement (and its irrevocable election described below) prior to the time such settlement is entered into. Any such contest by SpinCo shall be made under the procedures set forth in Article VI. Under those procedures, SpinCo may irrevocably elect, in its sole discretion, to require the Tax Advisor or the arbitrator to determine either (x) the amount of a settlement with the relevant Taxing Authority that would most accurately reflect the litigation risk of the relevant issue, or (y) the most likely outcome of the issue if it were litigated without a settlement. In either such case, SpinCo shall be liable to Parent, or Parent shall be liable to SpinCo, based solely on the determination of the Tax Advisor or the arbitrator as if a settlement or litigation implementing such determination had actually occurred, without regard to the actual settlement. For the avoidance of doubt, this clause (ii) shall not limit Parent’s ability to settle a Tax Contest. (b) Parent and SpinCo shall have exclusive jointly control over any Separation Related Tax ContestContests relating to Tax liability arising from the failure of the Distribution to qualify for tax-free treatment under Section 355 of the Code, including exclusive authority with respect if SpinCo potentially would be liable to any settlement Parent under Article II as a result of such Tax Contest, subject . Neither party shall have the right to the following provisions of this Section 9.02(b). In the event of settle any Separation Related Tax Contest as a result of which SpinCo could reasonably be expected (as determined in the sole discretion of Parent acting in good faith) to become liable for any Separation Tax Losses, (A) Parent shall keep SpinCo reasonably informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by Parent with respect to such Tax Contest, (B) Parent shall timely provide SpinCo with copies of any written materials prepared, furnished or received in connection with such Tax Contest, (C) Parent shall consult with SpinCo reasonably in advance of taking any significant action in connection with such Tax Contest and (D) Parent shall offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest. Notwithstanding anything in without the preceding sentence to the contrary, the final determination consent of the positions taken, including with respect to settlement or other disposition, in any Separation Related Tax Contest shall be made in the sole discretion of Parent and shall be final and not subject to the dispute resolution provisions of Article XIII of this Agreement or Section 11.02 of the Separation and Distribution Agreementparty. (c) Except as otherwise provided in paragraph (a) or (b), SpinCo shall have sole control over any Tax Contest that relates relating to the SpinCo Separate Returns (other than U.S. state and local Income Tax Returns for taxable periods ending on or before the Distribution Date); provided, however, that if Parent is responsible under this Agreement for any Taxes relating to such Tax Contest, then: (i) SpinCo may elect to control, and to have sole discretion in handling, settling or contesting such Tax Contest, provided that (x) SpinCo shall act in good faith in connection with its control of any such Tax Contest and (y) Parent shall have the right to participate in and advise on (including, without limitation, the opportunity to review and comment upon SpinCo’s communications with the Taxing Authority, which comments shall be incorporated upon the consent of SpinCo, not to be unreasonably withheld) such items for which Parent could be liable under Article II as a result of such Tax Contest; and (ii) If Parent disagrees with SpinCo’s decision to settle such Tax Contest, it shall have the right to contest its liability to SpinCo under Article II notwithstanding the settlement. Parent shall provide written notice to SpinCo of its intention to contest its liability as a result of any settlement (and its irrevocable election described below) prior to the time such settlement is entered into. Any such contest by Parent shall be made under the procedures set forth in Article VI. Under those procedures, Parent may irrevocably elect, in its sole discretion, to require the Tax Advisor or the arbitrator to determine either (x) the amount of a settlement with the relevant Taxing Authority that would most accurately reflect the litigation risk of the relevant issue, or (y) the most likely outcome of the issue if it were litigated without a settlement. In either such case, Parent shall be liable to SpinCo, or SpinCo Group shall be liable to Parent, based solely on the determination of the Tax Advisor or the arbitrator as if a settlement or litigation implementing such determination had actually occurred, without regard to the actual settlement. For the avoidance of doubt, this clause (ii) shall not limit SpinCo’s ability to settle a Tax Contest. (d) Any out-of-pocket expenses incurred in handling, settling or contesting any Tax Contest shall be borne ratably by the parties based on their ultimate liability under this Agreement for any Post-Distribution the Taxes to which the Tax PeriodContest relates; provided, however, that (x) if SpinCo contests a settlement made by Parent as provided in clause (ii) of paragraph (a), Parent shall bear the costs relating to SpinCo’s contest of such settlement unless Parent substantially prevails in such contest and (y) if Parent contests a settlement made by SpinCo as provided in clause (ii) of paragraph (c), SpinCo shall bear the costs related to Parent’s contest of such settlement unless SpinCo substantially prevails in such contest.

Control of Tax Contests. (a) Except as otherwise provided in paragraphs (b) and (cSection 5.02(b), Parent shall control, and have sole discretion in handling, settling or contesting, any Tax Contest relating to any Joint Returns, as well as any Separate Returns that relate to a Pre-Distribution Tax Period or to a Straddle Period or other Tax Return if any such Tax Return is related to Taxes for which Parent is responsible pursuant to Article II, or the Tax treatment of the Separation Transactions, provided that (x) Parent shall act in good faith in connection with its control of any such Tax Contests and (y) SpinCo Weyerhaeuser shall have the right at its sole cost and expense to participate in and advise on (including the opportunity to review and comment upon Parent’s communications with the Tax Authorityi) contest, which comments shall be incorporated upon the consent of Parent, not to be unreasonably withheld, delayed compromise or conditioned) such items for which SpinCo would reasonably be expected to be liable under Article II settle any adjustment or Section 6.06 as a result of such Tax Contest. (b) Parent shall have exclusive control over any Separation Related Tax Contest, including exclusive authority deficiency proposed or asserted with respect to any settlement Tax liability of a Weyerhaeuser Group member, any Tax liability reflected on a Joint Return, or any tax liability reflected on a WRECO Separate Return for a Pre-Transaction Agreement Period, and (ii) file, prosecute, compromise or settle any Adjustment Request (and determine the manner in which any Refund shall be received) with respect to any such Taxes for any such period. If any Tax Contest described in the preceding sentence relates to WRECO Group Taxes or Transaction Taxes with respect to which Parent could be liable under Section 2.02(a) (either an “RMT Issue”), (A) Weyerhaeuser shall (1) keep Parent fully informed, in all material respects, regarding the progress of the prosecution or defense of such Tax Contest, subject to the following provisions of this Section 9.02(b). In the event of any Separation Related Tax Contest as a result of which SpinCo could reasonably be expected (as determined in the sole discretion of 2) promptly provide Parent acting in good faith) to become liable for any Separation Tax Losses, (A) Parent shall keep SpinCo reasonably informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by Parent with respect to such Tax Contest, (B) Parent shall timely provide SpinCo with copies of any written materials prepared, furnished or correspondence relating to Taxes received in connection with such Tax Contest, (C) Parent shall consult with SpinCo reasonably in advance of taking from any significant action Taxing Authority in connection with such Tax Contest and (D3) provide Parent shall offer SpinCo with drafts of any correspondence relating to Taxes from Weyerhaeuser to any Taxing Authority in connection with such Tax Contest and provide Parent with a reasonable opportunity to comment before submitting any written materials prepared or furnished on such correspondence and (B) if Parent acknowledges its liability in connection with such Tax Contest. Notwithstanding anything writing for all the Taxes that would be owed to a Taxing Authority in the preceding sentence to the contrary, the final event of an adverse determination of the positions taken, including with respect to the RMT Issue, Weyerhaeuser shall not settle or compromise such RMT Issue without Parent’s written consent, which consent may not be unreasonably withheld, delayed or conditioned. If Parent withholds its consent to a settlement or other dispositioncompromise described in clause (B) above, in any Separation Related Tax Contest Parent shall be made in the sole discretion of Parent and shall be final and not subject liable for any Taxes resulting from a Final Determination to the dispute resolution provisions of Article XIII of extent the basis for the Final Determination is such that the RMT Group would have liability for the applicable Taxes under this Agreement or Section 11.02 of if the Separation Final Determination fails to clearly articulate the basis for liability such that it is not reasonably ascertainable which party would be liable for the Taxes under this Agreement. Weyerhaeuser and Distribution AgreementParent shall use their reasonable best efforts to ensure that the Final Determination clearly provides the basis for such determination. (c) Except as otherwise provided in paragraph (a) or (b), SpinCo shall have sole control over any Tax Contest that relates to Separate Returns of the SpinCo Group for any Post-Distribution Tax Period.

Control of Tax Contests. (a) Except as otherwise provided in paragraphs (b) and (cSection 5.2(b), Parent Synovus shall control, and shall have sole discretion in handling, settling or contesting, any Tax Contest relating to any Joint Returns, as well as any Synovus Separate Returns that relate to a Pre-Distribution Tax Period or to a Straddle Period or other Tax Return if any such Tax Return is related to Taxes for which Parent is responsible pursuant to Article II, or the Tax treatment of the Separation Transactions, provided that (xi) Parent Synovus shall act in reasonable good faith in connection with its control of any such Tax Contests and Contests, (yii) SpinCo TSYS shall have the right at its sole cost and expense to participate in and advise on (including including, without limitation, the opportunity to review and comment upon ParentSynovus’s communications with the Tax Taxing Authority, which comments shall be incorporated upon the consent of ParentSynovus, not to be unreasonably withheld, delayed or conditioned) such items for which SpinCo would reasonably be expected to TSYS could be liable under Article II or Section 6.06 as a result of such Tax Contest, and (iii) Synovus shall not settle or compromise items for which TSYS could be liable under Article II as a result of such Tax Contest without the prior written consent of TSYS, which shall not unreasonably be withheld. (b) Parent Synovus and TSYS shall have exclusive jointly control over any Separation Related Tax ContestContests relating to Tax liability arising from the failure of the Transactions to qualify for tax-free treatment under Section 355 of the Code, including exclusive authority with respect if TSYS potentially would be liable to any settlement Synovus under Article II as a result of such Tax Contest, subject . Neither party shall have the right to the following provisions of this Section 9.02(b). In the event of settle any Separation Related Tax Contest as a result of which SpinCo could reasonably be expected (as determined in the sole discretion of Parent acting in good faith) to become liable for any Separation Tax Losses, (A) Parent shall keep SpinCo reasonably informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by Parent with respect to such Tax Contest, (B) Parent shall timely provide SpinCo with copies of any written materials prepared, furnished or received in connection with such Tax Contest, (C) Parent shall consult with SpinCo reasonably in advance of taking any significant action in connection with such Tax Contest and (D) Parent shall offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest. Notwithstanding anything in without the preceding sentence to the contrary, the final determination consent of the positions taken, including with respect to settlement or other disposition, in any Separation Related Tax Contest shall be made in the sole discretion of Parent and shall be final and not subject to the dispute resolution provisions of Article XIII of this Agreement or Section 11.02 of the Separation and Distribution Agreementparty. (c) Except as otherwise provided in paragraph (a) or (b), SpinCo TSYS shall have sole control over any Tax Contest relating to the TSYS Separate Returns; provided, however, that relates to Separate Returns of the SpinCo Group if Synovus is responsible under this Agreement for any PostTaxes relating to such Tax Contest, then TSYS shall control, and shall have sole discretion in handling, settling or contesting such Tax Contest, provided that (i) TSYS shall act in reasonable good faith in connection with its control of any such Tax Contest, (ii) Synovus shall have the right to participate in and advise on (including, without limitation, the opportunity to review and comment upon TSYS’s communications with the Taxing Authority, which comments shall be incorporated upon the consent of TSYS, not to be unreasonably withheld) such items for which Synovus could be liable under Article II as a result of such Tax Contest, and (iii) TSYS shall not settle or compromise items for which Synovus could be liable under Article II as a result of such Tax Contest without the prior written consent of Synovus, which shall not unreasonably be withheld. (d) Any out-Distribution of-pocket expenses incurred in handling, settling or contesting any Tax PeriodContest shall be borne ratably by the parties based on their ultimate liability under this Agreement for the Taxes to which the Tax Contest relates.

Control of Tax Contests. (a) Except as otherwise provided in paragraphs (b) and (c), Parent ): (i) ADP shall control, and have sole discretion in handling, settling or contesting, any Tax Contest relating to any Joint Returns, as well as any Separate Returns that relate to a Pre-Distribution Tax Period or to a Straddle Period or other Tax Return if any such Tax Return is related to Taxes for which Parent ADP is responsible pursuant to Article II, or the Tax treatment of the Separation Transactions, provided that (x) Parent ADP shall act in good faith in connection with its control of any such Tax Contests and (y) SpinCo Dealer shall have the right at its sole cost and expense to participate in and advise on (including the opportunity to review and comment upon ParentADP’s communications with the Tax Taxing Authority, which comments shall be incorporated upon the consent of ParentADP, not to be unreasonably withheld, delayed or conditioned) such items for which SpinCo would reasonably be expected to Dealer could be liable under Article II or Section 6.06 as a result of such Tax Contest; and (ii) If Dealer disagrees with ADP’s decision to settle a Tax Contest that may reasonably be expected materially to affect amounts for which Dealer is liable under Article II, Dealer shall have the right to contest its liability to ADP under Article II notwithstanding the settlement. Dealer shall provide written notice to ADP of its intention to contest its liability as a result of any settlement (and its irrevocable election described below) prior to the time such settlement is entered into. Any such contest by Dealer shall be made under the procedures set forth in Article VI. Under those procedures, Dealer may irrevocably elect, in its sole discretion, to require the Tax Advisor or the arbitrator to determine either (x) the amount of a settlement with the relevant Taxing Authority that would most accurately reflect the litigation risk of the relevant issue, or (y) the most likely outcome of the issue if it were litigated without a settlement. In either such case, Dealer shall be liable to ADP, or ADP shall be liable to Dealer, based solely on the determination of the Tax Advisor or the arbitrator as if a settlement or litigation implementing such determination had actually occurred, without regard to the actual settlement. For the avoidance of doubt, this clause (ii) shall not limit ADP’s ability to settle a Tax Contest. (b) Parent Dealer shall control and have sole discretion in handling, settling or contesting, any Tax Contest for a Pre-Distribution Tax Period to the extent such Tax Contest relates solely to Taxes that are the responsibility of Dealer pursuant to Article II; provided that ADP shall have exclusive control over any Separation Related the right to participate in and advise on all aspects of such Tax Contest, including exclusive authority Contests and may coordinate discussions with the relevant Taxing Authority with respect thereto. (c) ADP and Dealer shall jointly control Tax Contests relating to any settlement Tax liability arising from the failure of the Transactions to qualify for tax-free treatment under Code Sections 355 or 361, if there is a reasonable likelihood that Dealer would be liable to ADP under Article II as a result of such Tax Contest, subject . Neither Party shall have the right to the following provisions of this Section 9.02(b). In the event of settle any Separation Related Tax Contest as a result of which SpinCo could reasonably be expected (as determined in the sole discretion of Parent acting in good faith) to become liable for any Separation Tax Losses, (A) Parent shall keep SpinCo reasonably informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by Parent with respect to such Tax Contest, (B) Parent shall timely provide SpinCo with copies without the consent of the other Party; provided that ADP may settle any written materials prepared, furnished or received in connection with such Tax Contest, (C) Parent shall consult with SpinCo reasonably in advance of taking any significant action in connection with such Tax Contest and (D) Parent shall offer SpinCo a reasonable opportunity to comment before submitting without the consent of Dealer if ADP waives any written materials prepared or furnished in connection with such Tax Contest. Notwithstanding anything in the preceding sentence to the contrary, the final determination of the positions taken, including claim for indemnification with respect to settlement or other disposition, in any Separation Related Tax Contest shall be made in the sole discretion of Parent and shall be final and not subject to the dispute resolution provisions of Article XIII of this Agreement or Section 11.02 of the Separation and Distribution Agreementthereto. (cd) Except as otherwise provided in paragraph (a), (b) or (bc), SpinCo Dealer shall have sole control over any Tax Contest that relates to Dealer Separate Returns of the SpinCo Group for any Post-Distribution Tax Period. (e) Any out-of-pocket costs incurred in handling, settling or contesting a Tax Contest shall be borne ratably by the Parties based on their ultimate liability under this Agreement for the Taxes to which the Tax Contest relates; provided, however, that if Dealer contests a settlement made by ADP as provided in clause (ii) of paragraph (a), ADP shall bear the costs relating to Dealer’s contest of such settlement unless ADP substantially prevails in such contest.

Control of Tax Contests. (a) Except as otherwise provided in paragraphs (b) and (cSection 5.02(b), Parent shall control, and have sole discretion in handling, settling or contesting, any Tax Contest relating to any Joint Returns, as well as any Separate Returns that relate to a Pre-Distribution Tax Period or to a Straddle Period or other Tax Return if any such Tax Return is related to Taxes for which Parent is responsible pursuant to Article II, or the Tax treatment of the Separation Transactions, provided that (x) Parent shall act in good faith in connection with its control of any such Tax Contests and (y) SpinCo Weyerhaeuser shall have the right at its sole cost to (i) contest, compromise or settle any adjustment or deficiency proposed or asserted with respect to any Tax liability of a Weyerhaeuser Group member, any Tax liability reflected on a Joint Return, or any tax liability reflected on a WRECO Separate Return for a Pre-Transaction Agreement Period, and expense (ii) file, prosecute, compromise or settle any Adjustment Request (and determine the manner in which any Refund shall be received) with respect to participate any such Taxes for any such period. If any Tax Contest described in the preceding sentence relates to WRECO Group Taxes or Transaction Taxes with respect to which Parent could be liable under Section 2.02(a) (either an “RMT Issue”), (A) Weyerhaeuser shall (1) keep Parent fully informed, in all material respects, regarding the progress of the prosecution or defense of such Tax Contest, (2) promptly provide Parent with copies of any correspondence relating to Taxes received from any Taxing Authority in connection with such Tax Contest and advise on (including the 3) provide Parent with drafts of any correspondence relating to Taxes from Weyerhaeuser to any Taxing Authority in connection with such Tax Contest and provide Parent with a reasonable opportunity to review comment on such correspondence and comment upon (B) if Parent acknowledges its liability in writing for all the Taxes that would be owed to a Taxing Authority in the event of an adverse determination with respect to the RMT Issue, Weyerhaeuser shall not settle or compromise such RMT Issue without Parent’s communications with the Tax Authoritywritten consent, which comments shall be incorporated upon the consent of Parent, may not to be unreasonably withheld, delayed or conditioned. If Parent withholds its consent to a settlement or compromise described in clause (B) such items for which SpinCo would reasonably be expected to above, Parent shall be liable for any Taxes resulting from a Final Determination to the extent the basis for the Final Determination is such that the RMT Group would have liability for the applicable Taxes under Article II this Agreement or Section 6.06 as a result of if the Final Determination fails to clearly articulate the basis for liability such Tax Contestthat it is not reasonably ascertainable which party would be liable for the Taxes under this Agreement. Weyerhaeuser and Parent shall use their reasonable best efforts to ensure that the Final Determination clearly provides the basis for such determination. (b) Parent shall have exclusive control over the right to (i) contest, compromise or settle any Separation Related Tax Contest, including exclusive authority adjustment or deficiency proposed or asserted with respect to any settlement Tax liability reflected on any WRECO Separate Return for a period ending after the date of the Transaction Agreement (including any Straddle Period) and any Tax liability reflected on a Transfer Tax Return, and (ii) file, prosecute, compromise or settle any Adjustment Request (and determine the manner in which any Refund shall be received) with respect to any Tax reflected on such Tax Contest, subject to the following provisions of this Section 9.02(b)Returns for such period. In the event of If any Separation Related Tax Contest as a result of which SpinCo could reasonably be expected (as determined described in the sole discretion of Parent acting in good faithpreceding sentence relates to Weyerhaeuser Group Taxes or Transaction Taxes with respect to which Weyerhaeuser could be liable under Section 2.02(b) to become liable for any Separation Tax Losses(either, a “Weyerhaeuser Issue”), (A) Parent shall (1) keep SpinCo reasonably informed Weyerhaeuser fully informed, in a timely manner all material respects, regarding the progress of all significant developments in respect the prosecution or defense of such Tax Contest and all significant actions taken or proposed to be taken by Parent with respect to such Tax Contest, (B2) Parent shall timely promptly provide SpinCo Weyerhaeuser with copies of any written materials prepared, furnished or correspondence relating to Taxes received in connection with such Tax Contest, (C) Parent shall consult with SpinCo reasonably in advance of taking from any significant action Taxing Authority in connection with such Tax Contest and (D3) provide Weyerhaeuser with drafts of any correspondence relating to Taxes from Parent shall offer SpinCo to any Taxing Authority in connection with such Tax Contest and provide Weyerhaeuser with a reasonable opportunity to comment before submitting any written materials prepared or furnished on such correspondence and (B) if Weyerhaeuser acknowledges its liability in connection with such Tax Contest. Notwithstanding anything writing for all the Taxes that would be owed to a Taxing Authority in the preceding sentence to the contrary, the final event of an adverse determination of the positions taken, including with respect to the Weyerhaeuser Issue, Parent shall not settle or compromise such Weyerhaeuser Issue without Weyerhaeuser’s written consent, which consent may not be unreasonably withheld, delayed or conditioned. If Weyerhaeuser withholds its consent to a settlement or other dispositioncompromise described in clause (B) above, in any Separation Related Tax Contest Weyerhaeuser shall be made in the sole discretion of Parent and shall be final and not subject liable for any Taxes resulting from a Final Determination to the dispute resolution provisions of Article XIII of extent the basis for the Final Determination is such that the Weyerhaeuser Group would have liability for the applicable Taxes under this Agreement or Section 11.02 of if the Separation Final Determination fails to clearly articulate the basis for liability such that it is not reasonably ascertainable which party would be liable for the Taxes under this Agreement. Weyerhaeuser and Distribution AgreementParent shall use reasonable best efforts to ensure that the Final Determination clearly provides the basis for such determination. (c) Except as otherwise provided in paragraph (a) or (b), SpinCo shall have sole control over any Tax Contest that relates to Separate Returns of the SpinCo Group for any Post-Distribution Tax Period.

Control of Tax Contests. (a) Except as otherwise provided in paragraphs (b) and (c), Parent ): (i) ADP shall control, and have sole discretion in handling, settling or contesting, any Tax Contest relating to any Joint Returns, as well as any Separate Returns that relate to a Pre-Distribution Tax Period or to a Straddle Period or other Tax Return if any such Tax Return is related to Taxes for which Parent ADP is responsible pursuant to Article II, or the Tax treatment of the Separation Transactions, provided that (x) Parent ADP shall act in good faith in connection with its control of any such Tax Contests and (y) SpinCo Broadridge shall have the right at its sole cost and expense to participate in and advise on (including including, without limitation, the opportunity to review and comment upon ParentADP’s communications with the Tax Taxing Authority, which comments shall be incorporated upon the consent of ParentADP, not to be unreasonably withheld, delayed or conditioned) such items for which SpinCo would reasonably be expected to Broadridge could be liable under Article II or Section 6.06 as a result of such Tax Contest; and (ii) If Broadridge disagrees with ADP’s decision to settle a Tax Contest that may reasonably be expected materially to affect amounts for which Broadridge is liable under Article II, Broadridge shall have the right to contest its liability to ADP under Article II notwithstanding the settlement. Broadridge shall provide written notice to ADP of its intention to contest its liability as a result of any settlement (and its irrevocable election described below) prior to the time such settlement is entered into. Any such contest by Broadridge shall be made under the procedures set forth in Article VI. Under those procedures, Broadridge may irrevocably elect, in its sole discretion, to require the Tax Advisor or the arbitrator to determine either (x) the amount of a settlement with the relevant Taxing Authority that would most accurately reflect the litigation risk of the relevant issue, or (y) the most likely outcome of the issue if it were litigated without a settlement. In either such case, Broadridge shall be liable to ADP, or ADP shall be liable to Broadridge, based solely on the determination of the Tax Advisor or the arbitrator as if a settlement or litigation implementing such determination had actually occurred, without regard to the actual settlement. For the avoidance of doubt, this clause (ii) shall not limit ADP’s ability to settle a Tax Contest. (b) Parent Broadridge shall control and have sole discretion in handling, settling or contesting, any Tax Contest for a Pre-Distribution Tax Period to the extent such Tax Contest relates solely to Taxes that are the responsibility of Broadridge pursuant to Article II; provided that ADP shall have exclusive control over any Separation Related the right to participate in and advise on all aspects of such Tax Contest, including exclusive authority Contests and may coordinate discussions with the relevant Taxing Authority with respect thereto. (c) ADP and Broadridge shall jointly control Tax Contests relating to any settlement Tax liability arising from the failure of the Transactions to qualify for tax-free treatment under Code Sections 355 or 361, if there is a reasonable likelihood that Broadridge would be liable to ADP under Article II as a result of such Tax Contest, subject . Neither Party shall have the right to the following provisions of this Section 9.02(b). In the event of settle any Separation Related Tax Contest as a result of which SpinCo could reasonably be expected (as determined in the sole discretion of Parent acting in good faith) to become liable for any Separation Tax Losses, (A) Parent shall keep SpinCo reasonably informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by Parent with respect to such Tax Contest, (B) Parent shall timely provide SpinCo with copies without the consent of the other Party; provided that ADP may settle any written materials prepared, furnished or received in connection with such Tax Contest, (C) Parent shall consult with SpinCo reasonably in advance of taking any significant action in connection with such Tax Contest and (D) Parent shall offer SpinCo a reasonable opportunity to comment before submitting without the consent of Broadridge if ADP waives any written materials prepared or furnished in connection with such Tax Contest. Notwithstanding anything in the preceding sentence to the contrary, the final determination of the positions taken, including claim for indemnification with respect to settlement or other disposition, in any Separation Related Tax Contest shall be made in the sole discretion of Parent and shall be final and not subject to the dispute resolution provisions of Article XIII of this Agreement or Section 11.02 of the Separation and Distribution Agreementthereto. (cd) Except as otherwise provided in paragraph (a), (b) or (bc), SpinCo Broadridge shall have sole control over any Tax Contest that relates to Broadridge Separate Returns of the SpinCo Group for any Post-Distribution Tax Period. (e) Any out-of-pocket costs incurred in handling, settling or contesting a Tax Contest shall be borne ratably by the Parties based on their ultimate liability under this Agreement for the Taxes to which the Tax Contest relates; provided, however, that if Broadridge contests a settlement made by ADP as provided in clause (ii) of paragraph (a), ADP shall bear the costs relating to Broadridge’s contest of such settlement unless ADP substantially prevails in such contest.

Control of Tax Contests. (a) Except as otherwise provided in paragraphs (b) and (c), Parent shall d): (i) Sprint Nextel may elect to control, and to have sole discretion in handling, settling or contesting, any Tax Contest relating to any Joint Returns, as well as any Sprint Nextel Separate Returns that relate to a Pre-Distribution Tax Period or to a Straddle Period or other Tax Return if any such Tax Return is related to Taxes for which Parent is responsible pursuant to Article II, or the Tax treatment of the Separation Transactions, provided that (x) Parent Sprint Nextel shall act in good faith in connection with its control of any such Tax Contests and (y) SpinCo Embarq shall have the right at its sole cost and expense to participate in and advise on (including including, without limitation, the opportunity to review and comment upon ParentSprint Nextel’s communications with the Tax Taxing Authority, which comments shall be incorporated upon the consent of ParentSprint Nextel, not to be unreasonably withheld, delayed or conditioned) such items for which SpinCo would reasonably be expected to Embarq could be liable under Article II or Section 6.06 as a result of such Tax Contest; and (ii) If Embarq disagrees with Sprint Nextel’s decision to settle a Tax Contest that may reasonably be expected to affect amounts for which it is liable under Article II, it shall have the right to contest its liability to Sprint Nextel under Article II notwithstanding the settlement. Embarq shall provide written notice to Sprint Nextel of its intention to contest its liability as a result of any settlement (and its irrevocable election described below) prior to the time such settlement is entered into. Any such contest by Embarq shall be made under the procedures set forth in Article VI. Under those procedures, Embarq may irrevocably elect, in its sole discretion, to require the Tax Advisor or the arbitrator to determine either (x) the amount of a settlement with the relevant Taxing Authority that would most accurately reflect the litigation risk of the relevant issue, or (y) the most likely outcome of the issue if it were litigated without a settlement. In either such case, Embarq shall be liable to Sprint Nextel, or Sprint Nextel shall be liable to Embarq, based solely on the determination of the Tax Advisor or the arbitrator as if a settlement or litigation implementing such determination had actually occurred, without regard to the actual settlement. For the avoidance of doubt, this clause (ii) shall not limit Sprint Nextel’s ability to settle a Tax Contest. (b) Parent Sprint Nextel and Embarq shall have exclusive jointly control over any Separation Related Tax ContestContests relating to tax liability arising from the failure of the Transactions to qualify for tax-free treatment under Code Sections 355 or 361, including exclusive authority with respect if Embarq potentially would be liable to any settlement Sprint Nextel under Article II as a result of such Tax Contest, subject . Neither party shall have the right to the following provisions of this Section 9.02(b). In the event of settle any Separation Related Tax Contest as a result of which SpinCo could reasonably be expected (as determined in the sole discretion of Parent acting in good faith) to become liable for any Separation Tax Losses, (A) Parent shall keep SpinCo reasonably informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by Parent with respect to such Tax Contest, (B) Parent shall timely provide SpinCo with copies of any written materials prepared, furnished or received in connection with such Tax Contest, (C) Parent shall consult with SpinCo reasonably in advance of taking any significant action in connection with such Tax Contest and (D) Parent shall offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest. Notwithstanding anything in without the preceding sentence to the contrary, the final determination consent of the positions taken, including with respect to settlement or other disposition, in any Separation Related Tax Contest shall be made in the sole discretion of Parent and shall be final and not subject to the dispute resolution provisions of Article XIII of this Agreement or Section 11.02 of the Separation and Distribution Agreementparty. (c) Except as otherwise provided in paragraph clauses (ai)-(iii) or (b)below, SpinCo Embarq shall have sole control over any Tax Contest relating to the Embarq Separate Returns. (i) Sprint Nextel shall have sole control over any Tax Contest relating to the Centel Directory Company or any subsidiary thereof. (ii) Sprint Nextel shall have sole control over any Tax Contests relating to a Return of a partnership in which an Embarq Group member was a partner and the interests in which were included in the assets distributed by Sprint in the 1996 distribution of certain wireless operations. (iii) To the extent that a Tax Contest relates to an Embarq Separate Returns of the SpinCo Group Return with respect to which, pursuant to this Agreement, Sprint Nextel is responsible for any Post-Distribution Tax Period.Taxes, clauses (x) and (y) below shall govern:

Control of Tax Contests. (a) Except as otherwise provided in paragraphs (b) and (c), Parent ) below: (i) NOV shall control, and have sole discretion in handling, settling or contesting, any Tax Contest relating to any Joint Returns, as well as any Separate Returns that relate to a Pre-Distribution Tax Period or to a Straddle Period or other Tax Return if any such Tax Return is related to Taxes for which Parent NOV is responsible pursuant to Article II, or the Tax treatment of the Separation Transactions, provided that (x) Parent NOV shall act in good faith in connection with its control of any such Tax Contests and (y) SpinCo shall have the right at its sole cost and expense to participate in and advise on (including including, without limitation, the opportunity to review and comment upon ParentNOV’s communications with the Tax Taxing Authority, which comments shall be incorporated upon the consent of ParentNOV, not to be unreasonably withheld, delayed or conditioned) such items for which SpinCo would reasonably be expected to could be liable under Article II or Section 6.06 as a result of such Tax Contest; and (ii) If SpinCo disagrees with NOV’s decision to settle a Tax Contest that may reasonably be expected materially to affect amounts for which SpinCo is liable under Article II, SpinCo shall have the right to contest its liability to NOV under Article II notwithstanding the settlement. SpinCo shall provide written notice to NOV of its intention to contest its liability as a result of any settlement (and its irrevocable election described below) prior to the time such settlement is entered into. Any such contest by SpinCo shall be made under the procedures set forth in Article VI. Under those procedures, SpinCo may irrevocably elect, in its sole discretion, to require the Tax Advisor or the arbitrator to determine either (x) the amount of a settlement with the relevant Taxing Authority that would most accurately reflect the litigation risk of the relevant issue, or (y) the most likely outcome of the issue if it were litigated without a settlement. In either such case, SpinCo shall be liable to NOV, or NOV shall be liable to SpinCo, based solely on the determination of the Tax Advisor or the arbitrator as if a settlement or litigation implementing such determination had actually occurred, without regard to the actual settlement. For the avoidance of doubt, this clause (ii) shall not limit NOV’s ability to settle a Tax Contest. (b) Parent SpinCo shall control and have sole discretion in handling, settling or contesting, any Tax Contest for a Pre-Distribution Tax Period to the extent such Tax Contest relates solely to Taxes that are the responsibility of SpinCo pursuant to Article II; provided that NOV shall have exclusive control over any Separation Related the right to participate in and advise on all aspects of such Tax Contest, including exclusive authority Contests and may coordinate discussions with the relevant Taxing Authority with respect thereto. (c) NOV and SpinCo shall jointly control Tax Contests relating to any settlement Tax liability arising from the failure of the Spin-Offs to qualify for tax-free treatment under Code Sections 355 or 361, if, and only if, there is a reasonable likelihood that SpinCo would be liable to NOV under Article II as a result of such Tax Contest, subject . Neither Party shall have the right to the following provisions of this Section 9.02(b). In the event of settle any Separation Related Tax Contest as a result of which SpinCo could reasonably be expected (as determined in the sole discretion of Parent acting in good faith) to become liable for any Separation Tax Losses, (A) Parent shall keep SpinCo reasonably informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by Parent with respect to such Tax Contest, (B) Parent shall timely provide SpinCo with copies without the consent of the other Party; provided that NOV may settle any written materials prepared, furnished or received in connection with such Tax Contest, (C) Parent shall consult with SpinCo reasonably in advance of taking any significant action in connection with such Tax Contest and (D) Parent shall offer without the consent of SpinCo a reasonable opportunity to comment before submitting if NOV waives any written materials prepared or furnished in connection with such Tax Contest. Notwithstanding anything in the preceding sentence to the contrary, the final determination of the positions taken, including claim for indemnification with respect to settlement or other disposition, in any Separation Related Tax Contest shall be made in the sole discretion of Parent and shall be final and not subject to the dispute resolution provisions of Article XIII of this Agreement or Section 11.02 of the Separation and Distribution Agreementthereto. (cd) Except as otherwise provided in paragraph (a), (b) or (b)c) above, SpinCo shall have sole control over any Tax Contest that relates to SpinCo Separate Returns of the SpinCo Group for any Post-Distribution Tax Period. (e) Any out-of-pocket costs incurred in handling, settling or contesting a Tax Contest shall be borne ratably by the Parties based on their ultimate liability under this Agreement for the Taxes to which the Tax Contest relates; provided, however, that if SpinCo contests a settlement made by NOV as provided in clause (ii) of paragraph (a) above, SpinCo shall bear the costs relating to SpinCo’s contest of such settlement unless SpinCo substantially prevails in such contest.

Control of Tax Contests. (a) Except as otherwise provided in paragraphs (b) and (c), ): (i) Parent shall control, and have sole discretion in handling, settling or contesting, any Tax Contest relating to any Joint Returns, as well as any Separate Returns that relate to a Pre-Distribution Tax Period or to a Straddle Period or other Tax Return if any such Tax Return is related to Taxes for which Parent is responsible pursuant to Article IIIII, or the Tax treatment of the Separation Transactions, provided that (x) Parent shall act in good faith in connection with its control of any such Tax Contests and (y) SpinCo RB Pharma shall have the right at its sole cost and expense to participate in and advise on (including the opportunity to review and comment upon Parent’s communications with the Tax Taxing Authority, which comments shall be incorporated upon the consent of Parent, not to be unreasonably withheld, delayed or conditioned) such items for which SpinCo would reasonably be expected to RB Pharma could be liable under Article II or Section 6.06 III as a result of such Tax Contest; and (ii) If RB Pharma disagrees with Parent’s decision to settle a Tax Contest that may reasonably be expected materially to affect amounts for which RB Pharma is liable under Article III, RB Pharma shall have the right to contest its liability to Parent under Article III notwithstanding the settlement. RB Pharma shall provide written notice to Parent of its intention to contest its liability as a result of any settlement (and its irrevocable election described below) prior to the time such settlement is entered into. Any such contest by RB Pharma shall be made under the procedures set forth in Article VII. Under those procedures, RB Pharma may irrevocably elect, in its sole discretion, to require the Tax Advisor or the arbitrator to determine either (x) the amount of a settlement with the relevant Taxing Authority that would most accurately reflect the litigation risk of the relevant issue, or (y) the most likely outcome of the issue if it were litigated without a settlement. In either such case, RB Pharma shall be liable to Parent, or Parent shall be liable to RB Pharma, based solely on the determination of the Tax Advisor or the arbitrator as if a settlement or litigation implementing such determination had actually occurred, without regard to the actual settlement. For the avoidance of doubt, this clause (ii) shall not limit Parent’s ability to settle a Tax Contest. (b) RB Pharma shall control and have sole discretion in handling, settling or contesting, any Tax Contest for a Pre-Demerger Tax Period to the extent such Tax Contest relates solely to Taxes that are the responsibility of RB Pharma Group pursuant to Article Ill; provided that Parent shall have exclusive control over any Separation Related the right to participate in and advise on all aspects of such Tax Contest, including exclusive authority Contests and may coordinate discussions with the relevant Taxing Authority with respect thereto. (c) Parent and RB Pharma shall jointly control Tax Contests relating to any settlement Tax liability arising from the failure of the Transactions to achieve Tax-Free Status, if there is a reasonable likelihood that RB Pharma Group would be liable to Parent Group under Article Ill as a result of such Tax Contest, subject . Neither Party shall have the right to the following provisions of this Section 9.02(b). In the event of settle any Separation Related Tax Contest as a result of which SpinCo could reasonably be expected (as determined in the sole discretion of Parent acting in good faith) to become liable for any Separation Tax Losses, (A) Parent shall keep SpinCo reasonably informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by without the consent of the other Party; provided that Parent with respect to such Tax Contest, (B) Parent shall timely provide SpinCo with copies of may settle any written materials prepared, furnished or received in connection with such Tax Contest, (C) Parent shall consult with SpinCo reasonably in advance of taking any significant action in connection with such Tax Contest and (D) without the consent of RB Pharma if Parent shall offer SpinCo a reasonable opportunity to comment before submitting waives any written materials prepared or furnished in connection with such Tax Contest. Notwithstanding anything in the preceding sentence to the contrary, the final determination of the positions taken, including claim for indemnification with respect to settlement or other disposition, in any Separation Related Tax Contest shall be made in the sole discretion of Parent and shall be final and not subject to the dispute resolution provisions of Article XIII of this Agreement or Section 11.02 of the Separation and Distribution Agreementthereto. (cd) Except as otherwise provided in paragraph (a), (b) or (bc), SpinCo RB Pharma shall have sole control over any Tax Contest that relates to RB Pharma Separate Returns for all periods. (e) Any out-of-pocket costs incurred in handling, settling or contesting a Tax Contest shall be borne ratably by the Parties based on their ultimate liability under this Agreement for the Taxes to which the Tax Contest relates; provided, however, that if RB Pharma contests a settlement made by Parent as provided in clause (ii) of paragraph (a), Parent shall bear the SpinCo Group for any Post-Distribution Tax Periodcosts relating to RB Pharma’s contest of such settlement unless Parent substantially prevails in such contest.

Control of Tax Contests. (ai) Except as otherwise provided in paragraphs (bfor any Tax Contest covered under Section 5.7(i)(ii) and (c), Parent shall control, and have sole discretion in handling, settling relating to 2016 Tax Periods or contesting, any Tax Contest relating to any Joint ReturnsStraddle Period Tax Return covered under Section 5.7(i)(iv), as well as if notice of any Separate Returns Tax Contest relating to the Company that relate might give rise to a Pre-Distribution claim for indemnity pursuant to Section 5.7(h) is received by Seller or Buyer (or any of their Affiliates), the party that receives such notice shall notify the other party in writing of such Tax Period or Contest within fifteen (15) days after receipt thereof; provided, that the failure of the Buyer to a Straddle Period or other Tax Return if deliver any required notice shall not relieve the Seller of any of its obligations under this Section 5.7 except to the extent the Seller is actually and materially prejudiced by such failure. With respect to any such Tax Return is related Contest, if the Seller notifies the Buyer that it wishes to Taxes for which Parent is responsible pursuant to Article II, or assume control of the Tax treatment Contest within fifteen (15) days of receipt of the Separation Transactions, provided that (x) Parent shall act in good faith in connection with its control of any such Tax Contests and (y) SpinCo shall have the right at its sole cost and expense to participate in and advise on (including the opportunity to review and comment upon Parent’s communications with the Tax Authority, which comments shall be incorporated upon the consent of Parent, not to be unreasonably withheld, delayed or conditioned) such items for which SpinCo would reasonably be expected to be liable under Article II or Section 6.06 as a result of such Tax Contest. (b) Parent shall have exclusive control over any Separation Related Tax Contest, including exclusive authority with respect to any settlement notice of such Tax Contest, subject the Seller shall be entitled to control the following provisions conduct of such Tax Contest at Seller’s expense; provided, however, that with respect to any Tax Contest covered under this Section 9.02(b5.7(i)(i). In the event of any Separation Related Tax Contest as a result of which SpinCo could reasonably be expected (as determined in the sole discretion of Parent acting in good faith) to become liable for any Separation Tax Losses, (A) Parent the Buyer shall have the right to participate in such Tax Contest at its own expense, (B) Seller shall keep SpinCo Buyer reasonably informed with respect to such Tax Contest, shall consult with Buyer in a timely manner advance of all significant developments making any material written submissions in respect of such Tax Contest and all significant actions taken shall promptly provide Buyer with copies of any material correspondence with respect to such Tax Contest and (C) the Seller shall not settle, compromise and/or concede any portion of such Tax Contest without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or proposed delayed. For the avoidance of doubt, in the case of a Tax Contest with respect to be taken any Combined Tax Return, the Seller shall have the sole right to participate in, control and resolve such Tax Contest. (ii) If notice of any Tax Contest relating to the Company (including Predecessor) for any 2016 Tax Period that might give rise to an indemnity claim under Section 5.7(h) is received by Parent the Seller or Buyer (or any of their Affiliates), the party that receives such notice shall notify the other party in writing of such Tax Contest within fifteen (15) days after receipt thereof; provided, that the failure of Buyer to deliver any required notice shall not relieve the Seller of any of its obligations under this Section 5.7 except to the extent the Seller is actually and materially prejudiced by such failure. With respect to any such Tax Contest, the Seller shall (at Seller’s expense) have the right to control, and/or to designate a Person familiar with the tax issues of the Company (including Predecessor) relating to the 2016 Tax Period (the “Designated Tax Person”) to control, the conduct and resolution of such Tax Contest; provided, however, that, subject to the last sentence of this Section 5.7(i)(ii), (A) Seller shall keep Buyer reasonably informed with respect to such Tax Contest, (B) Parent shall timely consult with Buyer in advance of making any written material submissions in respect of such Tax Contest and shall promptly provide SpinCo Buyer with copies of any written materials prepared, furnished or received in connection material correspondence with such Tax Contest, (C) Parent shall consult with SpinCo reasonably in advance of taking any significant action in connection with respect to such Tax Contest and (DB) Parent the Seller (or the Designated Tax Person, as applicable) shall offer SpinCo a reasonable opportunity not settle, compromise and/or concede any portion of such Tax Contest that would affect the Buyer, without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the preceding sentence, if with respect to comment before submitting any written materials prepared Tax Contest described in this Section 5.7(i)(ii): (A) the 2016 Seller has the right to control such Tax Contest pursuant to the 2016 Acquisition Agreement and chooses to do so and (B) the 2016 Acquisition Agreement limits the Seller’s rights to notice or furnished in connection the receipt of information with respect to, or the Seller’s right to consent or withhold consent to any settlement of, such Tax Contest. Notwithstanding anything in , Buyer’s rights under the preceding sentence to the contrary, the final determination of the positions taken, including with respect to settlement or other disposition, in any Separation Related such Tax Contest shall be made in the sole discretion of Parent correspondingly limited for so long as (and shall be final and not subject to the dispute resolution provisions of Article XIII of this Agreement or Section 11.02 of extent that) the Separation and Distribution AgreementSeller’s rights remain so limited. (ciii) Except as otherwise provided with respect to any Tax relating to any Straddle Period Tax Return covered under Section 5.7(i)(iv), if (x) the Seller shall decline to assume control of the conduct of a Tax Contest described in paragraph (aSection 5.7(i)(i) or (by) the Seller and the Designated Tax Person each shall decline to assume control of the conduct of a Tax Contest described in Section 5.7(i)(ii), SpinCo then, in each case, the Buyer may (at Seller’s expense) assume the control of the conduct of such Tax Contest; provided that (A) the Seller (and/or the Designated Tax Person, as applicable) shall have sole the right to participate in such Tax Contest at its (or their) own expense and (B) the Buyer shall not settle, compromise and/or concede such Tax Contest without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (iv) If any notice of any Tax Contest in respect of any Straddle Period that might give rise to an indemnity claim under Section 5.7(h) is received by Seller or Buyer (or any of their Affiliates), the party that receives such notice shall notify the other party in writing of such Tax Contest within fifteen (15) days after receipt thereof; provided, that the failure of the Buyer to deliver any required notice shall not relieve the Seller of any of its obligations under this Section 5.7 except to the extent the Seller is actually and materially prejudiced by such failure. The Seller and the Buyer shall have joint control over any such Tax Contest at their own expense; provided, however, that, (A) each party shall keep the other party reasonably informed with respect to such Tax Contest, shall consult with the other party in advance of making any written submissions in respect of such Tax Contest and shall promptly provide the other party with copies of any material correspondence with respect to such Tax Contest and (B) neither party shall settle, compromise and/or concede any portion of such Tax Contest without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. (v) Any Tax Contest that relates to Separate Returns is outstanding at the time of the SpinCo Group for any Post-Distribution Closing shall be governed by the provisions set forth in the applicable paragraph in this Section 5.7(i) (as if the Buyer had notified the Seller of such Tax PeriodContest).

Control of Tax Contests. (ai) Except as otherwise provided in paragraphs Tax Contests shall be controlled and administered by (bx) Company Parent if such Tax Contest is primarily related to any Specified Tax Losses and (c), y) by Parent shall control, and have sole discretion in handling, settling or contesting, any if such Tax Contest relating to includes any Joint Returns, as well as any Separate Returns that relate to a Pre-Distribution Specified Tax Period or to a Straddle Period or other Tax Return if any such Tax Return is related Losses but primarily relates to Taxes for which Parent is responsible pursuant may not be indemnified under this Agreement (in each case, the “Controlling Company”). Each applicable Controlling Company shall bear the costs and expenses incurred with respect to Article IIa Tax Contest (which, or in the case of any Tax treatment Contest primarily related to any Specified Tax Losses, shall include the reasonable costs and expenses incurred by Parent with respect to a Tax Contest). (ii) The Controlling Company must obtain the prior written consent of the Separation Transactionsother non-controlling Company (the “Non-Controlling Company”) prior to contesting, provided that litigating, compromising or settling any Tax Contest related to an adjustment for Specified Tax Losses (x) Parent which consent shall act in good faith in connection with its control of any such Tax Contests and (y) SpinCo shall have the right at its sole cost and expense to participate in and advise on (including the opportunity to review and comment upon Parent’s communications with the Tax Authority, which comments shall be incorporated upon the consent of Parent, not to be unreasonably withheld, delayed conditioned or conditioned) such items delayed). Unless waived by the Parties in writing, in connection with any potential adjustment for a Specified Tax Loss in a Tax Contest for which SpinCo would the Non-Controlling Company may reasonably be expected to be liable under Article II or Section 6.06 as a result of such Tax Contest. become liable: (bi) Parent shall have exclusive control over any Separation Related Tax Contest, including exclusive authority with respect to any settlement of such Tax Contest, subject to the following provisions of this Section 9.02(b). In the event of any Separation Related Tax Contest as a result of which SpinCo could reasonably be expected (as determined in the sole discretion of Parent acting in good faith) to become liable for any Separation Tax Losses, (A) Parent Controlling Company shall keep SpinCo reasonably the Non-Controlling Company informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by Parent the Controlling Company with respect to such potential adjustment in such Tax Contest, ; (Bii) Parent the Controlling Company shall timely provide SpinCo with the Non-Controlling Company copies of any written materials prepared, furnished relating to such potential adjustment in such Tax Contest received from any Tax Authority; (iii) the Controlling Company shall timely provide the Non-Controlling Company with copies of any correspondence or received filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest, ; (Civ) Parent the Controlling Company shall consult with SpinCo reasonably in advance the Non-Controlling Company (including, without limitation, regarding the use of taking any significant action in connection outside advisors to assist with such the Tax Contest Contest) and (D) Parent shall offer SpinCo the Non-Controlling Company a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest. Notwithstanding anything in ; and (v) the preceding sentence to the contrary, the final determination of the positions taken, including with respect to settlement or other disposition, in any Separation Related Controlling Company shall defend such Tax Contest shall be made diligently and in the sole discretion of Parent and shall be final and not subject to the dispute resolution provisions of Article XIII of this Agreement or Section 11.02 of the Separation and Distribution Agreementgood faith. (ciii) Except as otherwise provided Unless waived by the Parties in paragraph (a) or (b)writing, SpinCo the Controlling Company shall provide the Non-Controlling Company with written notice reasonably in advance of, and the Non-Controlling Company shall have sole control over the right to attend, any formally scheduled meetings with Tax Authorities or hearings or proceedings before any judicial authorities in connection with any potential adjustment in a Tax Contest that relates pursuant to Separate Returns of which the SpinCo Group for any PostNon-Distribution Tax PeriodControlling Company may reasonably be expected to become liable.

Control of Tax Contests. (a) Except as otherwise provided in paragraphs (b) and (cSection 5.02(b), Parent shall control, and have sole discretion in handling, settling or contesting, any Tax Contest relating to any Joint Returns, as well as any Separate Returns that relate to a Pre-Distribution Tax Period or to a Straddle Period or other Tax Return if any such Tax Return is related to Taxes for which Parent is responsible pursuant to Article II, or the Tax treatment of the Separation Transactions, provided that (x) Parent shall act in good faith in connection with its control of any such Tax Contests and (y) SpinCo Weyerhaeuser shall have the right at its sole cost to (i) contest, compromise or settle any adjustment or deficiency proposed or asserted with respect to any Tax liability of a Weyerhaeuser Group member, any Tax liability reflected on a Joint Return, or any tax liability reflected on a WRECO Separate Return for a Pre-Transaction Agreement Period, and expense (ii) file, prosecute, compromise or settle any Adjustment Request (and determine the manner in which (a) (either an “RMT Issue”), (A) Weyerhaeuser shall (1) keep Parent fully informed, in all material respects, regarding the progress of the prosecution or defense of such Tax Contest, (2) promptly provide Parent with copies of any correspondence relating to participate Taxes received from any Taxing Authority in connection with such Tax Contest and advise on (including the 3) provide Parent with drafts of any correspondence relating to Taxes from Weyerhaeuser to any Taxing Authority in connection with such Tax Contest and provide Parent with a reasonable opportunity to review comment on such correspondence and comment upon (B) if Parent acknowledges its liability in writing for all the Taxes that would be owed to a Taxing Authority in the event of an adverse determination with respect to the RMT Issue, Weyerhaeuser shall not settle or compromise such RMT Issue without Parent’s communications with the Tax Authoritywritten consent, which comments shall be incorporated upon the consent of Parent, may not to be unreasonably withheld, delayed or conditioned. If Parent withholds its consent to a settlement or compromise described in clause (B) such items for which SpinCo would reasonably be expected to above, Parent shall be liable for any Taxes resulting from a Final Determination to the extent the basis for the Final Determination is such that the RMT Group would have liability for the applicable Taxes under Article II this Agreement or Section 6.06 as a result of if the Final Determination fails to clearly articulate the basis for liability such Tax Contestthat it is not reasonably ascertainable which party would be liable for the Taxes under this Agreement. Weyerhaeuser and Parent shall use their reasonable best efforts to ensure that the Final Determination clearly provides the basis for such determination. (b) Parent shall have exclusive control over the right to (i) contest, compromise or settle any Separation Related Tax Contest, including exclusive authority adjustment or deficiency proposed or asserted with respect to any settlement Tax liability reflected on any WRECO Separate Return for a period ending after the date of the Transaction Agreement (including any Straddle Period) and any Tax liability reflected on a Transfer Tax Return, and (ii) file, prosecute, compromise or settle any Adjustment Request (and determine the manner in which any Refund shall be received) with respect to any Tax reflected on such Tax Contest, subject to the following provisions of this Section 9.02(b)Returns for such period. In the event of If any Separation Related Tax Contest as a result of which SpinCo could reasonably be expected (as determined described in the sole discretion of Parent acting in good faithpreceding sentence relates to Weyerhaeuser Group Taxes or Transaction Taxes with respect to which Weyerhaeuser could be liable under Section 2.02(b) to become liable for any Separation Tax Losses(either, a “Weyerhaeuser Issue”), (A) Parent shall (1) keep SpinCo reasonably informed Weyerhaeuser fully informed, in a timely manner all material respects, regarding the progress of all significant developments in respect the prosecution or defense of such Tax Contest and all significant actions taken or proposed to be taken by Parent with respect to such Tax Contest, (B2) Parent shall timely promptly provide SpinCo Weyerhaeuser with copies of any written materials prepared, furnished or correspondence relating to Taxes received in connection with such Tax Contest, (C) Parent shall consult with SpinCo reasonably in advance of taking from any significant action Taxing Authority in connection with such Tax Contest and (D3) provide Weyerhaeuser with drafts of any correspondence relating to Taxes from Parent shall offer SpinCo to any Taxing Authority in connection with such Tax Contest and provide Weyerhaeuser with a reasonable opportunity to comment before submitting any written materials prepared or furnished on such correspondence and (B) if Weyerhaeuser acknowledges its liability in connection with such Tax Contest. Notwithstanding anything writing for all the Taxes that would be owed to a Taxing Authority in the preceding sentence to the contrary, the final event of an adverse determination of the positions taken, including with respect to the Weyerhaeuser Issue, Parent shall not settle or compromise such Weyerhaeuser Issue without Weyerhaeuser’s written consent, which consent may not be unreasonably withheld, delayed or conditioned. If Weyerhaeuser withholds its consent to a settlement or other dispositioncompromise described in clause (B) above, in any Separation Related Tax Contest Weyerhaeuser shall be made in the sole discretion of Parent and shall be final and not subject liable for any Taxes resulting from a Final Determination to the dispute resolution provisions of Article XIII of extent the basis for the Final Determination is such that the Weyerhaeuser Group would have liability for the applicable Taxes under this Agreement or Section 11.02 of if the Separation Final Determination fails to clearly articulate the basis for liability such that it is not reasonably ascertainable which party would be liable for the Taxes under this Agreement. Weyerhaeuser and Distribution AgreementParent shall use reasonable best efforts to ensure that the Final Determination clearly provides the basis for such determination. (c) Except as otherwise provided in paragraph (a) or (b), SpinCo shall have sole control over any Tax Contest that relates to Separate Returns of the SpinCo Group for any Post-Distribution Tax Period.